THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between AGENCY OVERNIGHT, INC (Artstak), a small business corporation organized under the laws of the state of Texas (“Agency Overnight, Inc.”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Agency Overnight, Inc.’s website: www.artstak.com (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Agency Overnight, Inc. shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Agency Overnight, Inc. for services rendered shall remain and continue to be an ongoing obligation owed by Client to Agency Overnight, Inc..
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Agency Overnight, Inc. and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Agency Overnight, Inc. and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Agency Overnight, Inc.’s express prior written permission. Agency Overnight, Inc. reserves all rights in the Website, Content and Marks.
2. Ownership of Materials
Notwithstanding Agency Overnight, Inc.’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Agency Overnight, Inc. to become the owner of a Project, in whole or in part, rather than Client, Agency Overnight, Inc. irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.Client warrants that any and all materials provided to Agency Overnight, Inc. as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Agency Overnight, Inc. always reserves the right to share the Client's design work publicy (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
3. Third-Party Fonts
In the event that any Project incorporates fonts that are not owned by Agency Overnight, Inc. and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Agency Overnight, Inc. will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as Agency Overnight, Inc. has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. User Representations
By using the Website, Client represents and warrants that:Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile;Client will not access the Website through automated or non-human means;Client will not use the Website for any illegal or unauthorized purpose;Client’s use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Agency Overnight, Inc. on behalf of the Client. Further, Client agrees to refrain from the following:Make any unauthorized use of the Website;Retrieve data or content for the purposes of creating or compiling a database or directory; Circumvent, disable, or otherwise interfere with security-related features on the Website; Engage in unauthorized framing or linking of the Website;Trick, defraud or mislead Agency Overnight, Inc. or other users;Interfere with, disrupt or create an undue burden on the Website or Agency Overnight, Inc.’s networks or servers;Use the Website in an effort to compete with Agency Overnight, Inc.; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of Agency Overnight, Inc.’s employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website’s software Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;Disparage, tarnish or otherwise harm Agency Overnight, Inc.; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
6. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of Agency Overnight, Inc. and Agency Overnight, Inc. is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Agency Overnight, Inc. shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Agency Overnight, Inc. for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Management and Oversight
Agency Overnight, Inc. reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Agency Overnight, Inc. further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Agency Overnight, Inc., without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Agency Overnight, Inc. and shall be designed to protect Agency Overnight, Inc.’s rights and property.
8. Privacy Policy
By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Agency Overnight, Inc. does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Agency Overnight, Inc. without parental consent, Agency Overnight, Inc. shall delete that information as soon as reasonably practical.
9. Returns and Refunds
Agency Overnight, Inc. reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by Agency Overnight, Inc. are ownership of the company and are prohibited from being used by the Client in any way.
If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period.